UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)
November 22, 2017 (November 16, 2017)


(Exact name of registrant as specified in its charter)
 
Nevada
000-18590
84-1133368
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

141 Union Boulevard, #400, Lakewood, CO 80228
(Address of principal executive offices including zip code)

Registrant’s telephone number, including area code: (303) 384-1400

Not applicable
(Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 
ITEM 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
 
On November 16, 2017, the Directors of the Company approved an amendment to the Amended and Restated By-Laws  to provide for required timing for the Company to send notice of a Meeting of its Shareholders.
 
Item 9.01
Financial Statements and Exhibits.
 
(d)
Exhibits.  The following exhibits are filed as part of this report:
 
Exhibit Number
Description
   
3.2
 
2
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
GOOD TIMES RESTAURANTS INC.
 
       
Date:            November 22, 2017   
By:
 
   
Boyd E. Hoback
 
   
President and Chief Executive Officer
 
 
3
 
EXHIBIT INDEX
 
The following exhibits are furnished as part of this report:

Exhibit Number
Description
   
3.2
 
 
4
Exhibit 3.2

FIFTH AMENDMENT
TO THE
RESTATED BYLAWS
OF
GOOD TIMES RESTAURANTS INC.

This Fifth Amendment (this “ Amendment ”) to the Restated By-Laws of Good Times Restaurants Inc., a Nevada corporation (the “ Company ”), dated as of November 7, 1997, as amended August 14, 2007, August 30, 2013, May 2, 2014, and December 17, 2014 (the “ Bylaws ”), is entered into effective as of November 16, 2017 (the “ Effective Date ”).
 
1.            Article II, Section 3 of the Bylaws is hereby amended and restated in its entirety to read as follows:

“ Section 3.  Notice of Shareholders Meetings .  The Secretary shall give written notice stating the place, date and hour of the meeting and, in the case of a special meeting the purpose(s) for which the meeting is called, which shall be delivered within fifteen days after the call for the meeting either personally or by mail to each shareholder of record entitled to vote at such meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.  A special meeting shall be held not less than twenty days nor more than one hundred and twenty days after the date of the delivery of the notice of the meeting.
 

2.            This Amendment shall amend only the provision of the Bylaws as set forth herein.  Those provisions of the Bylaws not expressly amended shall remain in full force and effect.


IN WITNESS WHEREOF, the Company has caused this Amendment to be duly executed and delivered by its authorized officer as of the Effective Date.


 
GOOD TIMES RESTAURANTS INC.
 
       
       
 
By:
 
   
Boyd E. Hoback
 
   
President & Chief Executive Officer